Ben 10 Guardians
by Shadow-DJ
Summary: <html><head></head>Omniverse AU fic. A few months after the event with the Diagon, Ben has to go through a new beginning after Gwen and KEvin leave for collage. But when a new threat arrives, Ben has to work with a new team: with rookie Plumber Rook Blonco and his girlfriend Julie, along with Ship. Can this team take on the threats presented to them? (Couples: Benlie, Gwevin, and others)</html>
1. Things Change Part 1

OK, here's a revamp of Ben 10 Omniverse, called _Ben 10 Guardians_. It's a working title; so let me know what you think of this. I hope you all enjoy it. I do not own any of the characters presented, they belong to Man of action.

Things Change Part 1

(Bellwood, USA. Bellwood First National Bank. August 5th, 11:34)

In the town of Bellwood, there was screaming going on at one of the bank, as two cars arrived as four figures came out of the vehicles before heading towards the building.

The patrons and employees were backing away into a wall by four figures, which were all laughing cruelly. "Thank you my friends...for getting me something to eat." said a wheezing voice as the people looked behind the three figures who moved out of the way, revealing someone behind them.

The person in question appeared to be a clown with pale skin, a blue round nose, yellowish eyes, a sinister grin and wearing a blue suit over a stripped shirt and black clown shoes, along with a top hat with a strange orb on it. Though he appeared to be slightly thin as he looks at the people with a dark smirk. "Now, hold still..." he said as a device on his hat glowed faintly before making the people scream out as some form of energy came out, making his body to fill a bit.

"I don't get why you gotta have that weird machine, boss.' said a young woman with long, dark red tentacles for hair and a tight, formfitting outfit that exposed some cleavage, a pair of arm sleeves with stripes on them, along with boots with the same design on them.

"Who cares/ as long as we get paid, right boss?" asked a lanky man who had only a small amount of hair on his head, dark red eyes (one with a larger pupil than the other), a long-sleeved yellow and black striped shirt, a pair of black overalls and black boots, with very disgusting-looking gums with cracked, yellow teeth and a hunched composure.

The clown just chuckled as he saw the people fall over, groaning a bit as they felt exhausted. "Indeed. Steal away, my friends. Take as many riches as you can carry. It's not like these stiffs need them...but first, to make sure they cannot call for help...Thumbskull, silence them."

"Gotcha boss." said a very large man with an all-black jumpsuit with yellow stripes, black boots and also what looked like a toenail on his baldhead. He grabs a man, who groaned as he grabbed his head, a dark smirk on his face before a green blast hit him, making him let go. "Who did that?" he asked...before he groaned. "Ah crud..."

"So, I see you're back to working at the circus, huh?" asked a voice as four others came in, walking into the room. "Guess Zombozo wanted the cheapest help, especially after the last time we met."

"Ah great, it's those party crashers plus a guest." said Zombozo with a growl as Thumbskull, Frightwig and Acid Breath came up, glaring at the four as the lights revealed the four in question. The source of the voice was a young man, around 16-17 years old, with neck-length shaggy brown hair, green eyes, a black t-shirt with a white stripe going down the middle and on the collar, under a green and white jacket with a '10' on the right side and a pair of light brown khakis.

"We got these numbskulls, Ben. You take on the clown...unless you're scared of him." said a young woman, around his age, with long red hair tied in a ponytail, dark green eyes, a dark blue long-sleeved shirt over a white undershirt, a pair of black pants with black shoes.

"Haha, so funny, cous." Ben said with an eye roll, though heard snickering from behind him as he gave a stink eye to the other two in the room. "Traitors."

"Sorry, Tennyson. But I call dibs on the big Guy." said a young man, a year or so older than the other three teens in the room, his dark eyes glaring up. He had long black hair, a ripped sleeved Black shirt over a gray long-sleeved shirt, blue jeans, a chain-link necklace with a bike lock on it with an '11' on it, a pair of khakis and black tennis shoes, and faint trances of horns under his hair as he grabs the ground. The stone on the ground began to creep up, absorbing the stone as it coated his body. He then charged at Thumbskull, who grunts as the two began to grapple with the other.

"I'll take on Frightwig," said Gwen as she gave a sheepish look to the second young woman in the group. The girl in question was a Japanese-American, brown-eyed girl with black hair tied into a small ponytail, a pink hoodie over a her white shirt, a white skirt and white shoes with a black backpack with green stripes and a green circle on the front. "Sorry Julie...guess you get Acid Breath." Suddenly she was grabbed by two of the tentacles and thrown into a wall as Frightwig jumped at the red-haired girl.

The girl in question just rolled her eyes at this as she says, "Good thing Ship can take on that freak's breath. Ship, lets take these guys." Suddenly the backpack came to life, saying 'ship' in a beeping tone as it suddenly went over her, making her grow a bit in height as she was now wearing a black battle suit with green stripes going around her with a green visor to reveal her face.

She then flew at the lanky man, who dodged before glaring at her before breathing a light green mist at her, as the machine gave out pained screeches from the acid's effect on him. "Don't worry, Ship, it won't be long." She said, patting the spot that was hit by the acid in a comforting manner, as the armor gave off a faint groan, showing some pain.

Ben looked at his friends fighting them as he gulped faintly before moving his sleeve down, revealing a white wrist watch-like device with a black dial face with a green triangle on it, making an hourglass shape. He pressed it down, looking through the list before he nods and selects a creature and as the front came out, he slams it down, yelling out "IT'S HERO TIME!"

A green light came out as Zombozo looked nervously as he saw Ben become a muscular, humanoid tiger-like creature with orange fur with black stripes, a white area on his face, hands, feet and chest area, pointed eyebrows on his face and a hourglass-like symbol on his face. "RATH!" He roared out, making the others watch this.

"...Oh no." Gwen groaned, face palming as Julie just sighed, shaking her head as well.

"This can't end well..." Julie said as Acid Breath tried to blast her with another burst of acidic breath, but Julie was able to move out of the way before turning her armor's arm into a cannon and fired a blast of energy, making the lanky man yell out as he was sent into a wall, groaning a bit as he hit the ground. "How come whenever I get to help fight, I get designated the easy target?"

"Because it helps get rid of these guys easier!" Said Kevin as he threw Thumbskull into a wall as Rath growled at Zombozo.

"LET ME TELL YOU SOMETHING, ZOMBOZO! RATH REALLY HATES CLOWN! MORE THAN I HATE PEACOCKS!" he roared as he jumps at Zombozo, roaring out, as Kevin, Frightwig and Julie just stared at this before looking at Gwen, confused.

"Long story, lets just say it involves Dr. Animo when we were kids and leave it at that." said Gwen as she fired a blast at Frightwig, making her yell out as both Kevin and Julie grabbed her hair and threw her right at her teammates, making the three groan out as Gwen chanted something in a whispering tone as the hair tied the three up.

Zombozo got out a mallet and tried to slam it onto Rath, who just catches it with ease as he crushes it with his bare hands before growling at Zombozo, roaring out as Zombozo screamed out in terror as the other three cringed as Julie's armor powered down, turning into a living mass of black and green liquid metal with a green circle for an eye, as the four cringed as they watched the beat down.

"GAH! Help me, he's crazy!" The clown screamed as Julie covered her eyes as Gwen looked away, while Kevin just smirked.

"Come on, Rath! Pile drive that bozo!" said Kevin as both girls glared at him.

"Don't encourage him..." Gwen groaned as Julie walked over, crossing her arms as she watched Zombozo get thrown over her head, making him crash into his henchmen, as Rath panted a bit as he saw Julie giving him a stink eye.

"...What?" asked Rath, crossing his arms. "I don't like him, that's all." He said, looking away as Julie just rolled her eyes at this as she walks over and pets Rath on the head, making him scowl a bit as he calmed down a bit.

"Why are you such a grump in this form, Ben?" Julie asked as Gwen looked at the groaning henchmen before looking at Kevin, who nods as the two walked up.

"Hey, Ben? Julie?" Gwen asked as Ben powered down, looking at the two curiously as Ship slinked between the other couple, going to his owners. "Listen...about what I told you before this heist happened..."

"We know, Gwen. But come on, you really gotta leave?" Ben asked, crossing his arms. "You love helping out here."

"You're just lucky Julie declined, dude. Of course, if you had any brains, you would be heading to collage too." Kevin joked as he powered down, as Julie gave a sheepish look.

"I wasn't really interested, plus I still got training to do with Max." Julie said, rubbing her head at this.

"Come on, there are plenty of good collages near Bellwood." Ben said, as Gwen gave a soft smile.

"There are, but not at Ivy League's level." Gwen said as he looked down, looking disappointed. Gwen put a hand on her cousin's shoulder. "Look, I've helped you save the world for years now. I wouldn't mind seeing what I've been saving."

"Gotcha...so I guess it's just the three of us taking on the world, right Kev?" Asked Ben as Julie cringed a bit.

"Actually...uh...I kind of got a job near campus, so I'm going with." said Kevin as Ben looked even more disappointed.

"Oh...I guess that means the team is splitting, huh?" Ben asked, as Gwen shook her head.

"Nono, We can still visit for holidays or if you really need help. Plus you got Julie and ship, they can be of great help while we're gone." Gwen reassured him as Julie gave a nod.

"Ship, ship!" said Ship, rubbing against Ben in a comforting manner. Ben just smiled at this as he pets the creature, which purred at the touch.

"Plus, we're cousins, it's not like we won't see each other, right?" Gwen said as Ben just nods as he gave a nod.

"Right." Said Ben as Kevin came up, giving the two a smile.

"See ya later man, Jules." said Kevin, as he and Ben were about to hug, but decided to go with a fist bump...but then Kevin grabs Kevin and puts him into a noogie. "You better behave yourselves, OK?" Both Ben and Julie looked at each other in surprise before looking away shyly at that remark.

"Kevin, don't tease." Gwen said as she elbowed him in the stomach as she shared a hug with Julie. "You make sure Ben behaves himself while we're gone, got it?"

"Don't worry, I'll keep him well under control." Julie said with a smile as the two cousins shared a hug as well while Julie gave Kevin a hug goodbye as well, which he returned.

"You two better come visit as much as you can, OK? We don't want it getting to quiet."

"I'll make sure Gwen keeps that in mind." Kevin said with a laugh. "Knowing her, she'd get to stuck in the books to remember." Gwen gave her boyfriend a stink eye before smiling at Ben.

"I'll see you later, OK Doofus?" Gwen said, the last part in a teasing tone. Ben looked down, remembering when they were kids before giving her a smile.

"You too, dweeb." Said Ben with a nod as the other two left, as Ben and Julie waved to them as they left, as Ben looked down a bit, sighing a bit.

Julie looked at him with concern as she put her hand over his, as he squeezed it. Zombozo just chuckled a bit as he groaned a bit, getting up as he looks at the two with a dark chuckle.

"You know...if it wasn't for those two, you wouldn't be able to capture me or my friends...how are you going to fair with only that girlfriend and her pet as your only back up against the threats of the world?" Zombozo asked as Ship growled, his posture going up a bit as he glared at the dog-like creature before giving a growl of his own, making Ship whimper a bit as it hid behind Ben.

"Shut it, Zombozo. I'm a super hero, Julie and I can easily take care of Bellwood even without our team." said Ben as Julie gave a nod, glaring at the clown as well.

"Yeah, that's right-...wait, why are we talking to the crazy clown?" Julie asked, groaning a bit at the last part as Ben nods.

"Come on, let's put our money with our mouths is." Ben said with a smirk...before a growling sound from his stomach was heard, as Julie giggled at that. Ben just gave a sheepish look at this, as Julie grabbed his hand.

"But first lets get something to eat. I sent a signal for the Plumbers to pick these Circus rejects up." said Julie as Ben nods, as the two headed out with Ship not far behind, unsure of what the future would bring, unaware of someone watching the two exit the building from afar, heading to a black and green car with Omnitrix symbols on it. Ben opened the door for Julie as Ship hopped in. Julie gave Ben a peck on the cheek before going into the car as Ben quickly got into the driver's seat.

"So that is our quarry, hmm? Interesting..." said the figure before moving out, a growling tone behind him as a dog-like creature followed after the figure. "Time to see if he is all he cracked up to be..." he walked up, revealing himself to be a green reptilian-looking humanoid wearing what looked like bone armor over a black and red outfit and boots, with razor sharp clawed gloves, gill-like and dark red eyes.

(Later…)

(Downtown Bellwood. 12:30)

Ben drove through town as Julie noticed the local Mr. Smoothie, one of their favorite hangouts. Ben saw it too as the two shared a look and both looked down, remembering Gwen and Kevin weren't there to be with them there.

"Nah, it wouldn't be the same…lets see if there's something at the base for us to eat." Ben suggested, as Julie nods in agreement as the car pulled away from the store and headed off.

"So Julie, how's the academy holding up for you?" Ben asked, wanting to strike a conversation with Julie as she pets Ship.

"Oh the usual. Except the academy got blown up because of two dopes who didn't know how to turn off one of the fusion grenades. Luckily they were able to get us off and get us here on Earth for the rest of our training." Julie said with a sigh.

"…Vreedles?" Ben asked as Julie nods as he just sighed a bit, putting a hand through his hair when he heard that.

"Yeah…I doubt they'll be allowed back after THAT mess up." Julie said as the two went to a plumbing store that read 'Max's Plumbing' on it. The two exited with ship turning into a backpack again to help with his civilian form as the two walked inside to a wide variety of tools and pipes.

"Hmm…no one is here. Good." Said Ben as he walked towards a bathroom marked 'Out of Order', with Julie making sure no one was around before entering herself. The two then stood in front of the toilet as Ben pulled the chain, as a computerized voice analyzed the two.

"_Recognized: Tennyson, Benjamin Kirby. Recognized: Yamamoto, Juliette Marie._" Said the computer.

"Its just 'Julie'. Why can't that Computer ever just call me that?" Julie muttered to herself as she and Ben were lowered onto a secret elevator that was in the room as it lowered them down to a high tech, green and gray base filled to the brim with alien and humans alike.

The two walked through as Ship turned back to his normal form, looking around from Julie's shoulder as various agents gave them greetings, which they returned as they headed downstairs.

"Hey Grandpa!" Said Ben as an older man, who was in his mid-sixties looked up with a smile. He had dark gray eyes, dark gray hair with lighter gray streaks on the sides of his head, a red floral Hawaiian shirt, a pair of khakis and a pair of black shoes.

"Hello Ben, Julie. You're just in time." Said the older man as four others were currently eating. One was a towering, red-skinned young man with four yellow-orange eyes, four arms 9with the lower left one having a prosthetic, three-fingered hand) with four appendages on each hand with the three good ones having black, fingerless gloves and wearing a green and black jumpsuit.

Next to him was a young woman with blue, reptilian skin, yellow-green eyes, a black helmet covering her head, and wearing a similar jumpsuit to the red skinned young man's with a long, black and blue tail and what appeared to be spheres attached to her feet. Sitting next to her was a tall, muscular young man with neck-length blonde hair, blue eyes and wearing a t-shirt with a '3' on the front and a pair of jeans.

The last person was an African-American teen with a scrawny build, curly black hair and dark eyes, wearing a similar green and black jumpsuit as the other three. The four looked up as they waved as well.

"Yo Ben, we heard what happened with Gwen. That's great for her, but…you OK, dude?" The red skinned young man asked, looking at them with a curious look.

"We're OK, Manny." Said Ben as Julie nods as she looks at what they were eating.

"What are you eating?" asked Julie, confused as Max chuckles as he opens the pot.

"It's Centurian Goulash." Max said as inside of the pot was what looked like a dark red liquid with what looked like noodles and…tentacles and other body parts of some form of cephalopod.

"It's a lot better than it looks. Grab a seat, try some." Said Alan as Ben looked to Julie, both unsure.

"Uh…I'm good. I suddenly lost my appetite. We'll go back on patrol," Ben said sheepishly as he began to push Julie and ship out, as Julie yelled out.

"Ben, I can walk you know!" said Julie as max put the pot down.

"Wait a minute, you two. I got some big news for you two. You're gonna be glad I told you." Max said as he got out a paper as Manny snickered a bit, but got elbowed by the blue girl, named Helen. Cooper and Alan, the other two present, just rolled their eyes at this as Ben put a hand up.

"Don't worry, Grandpa. I'm great, I wouldn't mind some hero action." Ben said, before whispering to Julie, "And eating something that wasn't made from an octopus." Julie nods in agreement at this.

'Better then the 'all-natural' stuff your mom tries too feed you." Julie reminded him as Ben just sighed as an alarm went off.

"Looks like trouble!" said Cooper as the group ran upstairs to see what was going on, but Ben ran towards the elevator.

"Send the coordinates, we'll be right there!" Ben said as Max looks up at this, seeing Ben go.

"Wait for back up, Ben. I'll send Alpha after you, or Manny's squad." Said Max as Ben just gave a smirk.

"Please, I don't need back up. I'm me." Ben said as he ran off, as Max and the others looked at Julie, who gave a sheepish smile.

"I'll, uh…go make sure he doesn't end up blowing something up…again." Julie said as she quickly ran after him, as Max just shook his head at this.

"Teenagers…" Max muttered to himself, as he got a badge out. "I'm gonna go make a call." The others nod, as they looked at the screen.

(Later…in Upper Bellwood)

Ben drove Julie over to where they were going, as Julie sighed. "I feel kind of bad we didn't hear Max out…he could have had something that was really important, Ben."

"Don't worry, Julie. We'll find out what's going on and then we can hear Grandpa ou-whoa…" Ben stopped himself as he stopped the car with the two going out and looking in horror at the sight before them: An entire building was reduced to rubble with no clear sign of life anywhere.

"…What happened here…?" Julie asked as she looks around cautiously as she whistled a bit for Ship, who came out with her bag as she got out what looked like high-tech sunglasses and activated them, analyzing the area.

Ben and her went down into the crater as he asks, "What did this?" Julie shrugs, a concerned look on her face. "Come on, let's look for any survivors."

Little did they know, the figure from before was standing near a reptilian, canine-like creature with blue scales and red eyes with a blood-red callor before putting on an odd-looking device on it. "Go my friend…attack." He let the dog out before giving off a high-pitched whistle, as the dog growled as it began to grow.

Down below, Ship looked up curiously, confused. "Ship?" it asked, confused as it looked around.

"What's wrong, ship? You hear something?" Julie asked as a thunderous roar is heard as the three looked to the source and went wide eyed at what they saw: A large, rock-like beast with six crab-like legs and a head akin to a rhino with piercing red eyes and what looked like a collar around it's neck. IT gave out a thundering roar as it jumps down on them.

"That could be our demolition crew. Very good job, by the way." Ben smirked as he looked at the creature, which just growled. "Come on, Julie. Lets teach this thing a lesson." Ben said as Julie smirks.

"Gotta power up!" said Julie as Ship turned into his armored form, as Julie got ready. "Ready, Ben?"

"Ready. Lets go, Humongasaur!" Said Ben as he slammed it down, a green light going around him before…it was revealed he had turned into blue, monkey-like creature with four green eyes, four long arms, dark blue skin with a lighter blue fur, a long tail with black stripes on it and three fingers per hand and three toes on each of his feet. He was currently clad with a black jumpsuit that reached to his wrists and ankles with white patches on the shoulders, elbows and chest area with the Omnitrix insignia attached to the chest.

"Spidermonkey?" the newly transformed teen in confusion as the monster slammed him into a wall, making him screech out. "Ugh…I thought I was OVER this sort of glitch…"

"Hey, back off ugly!" Julie said as she fired lasers at the monstrous creature, who just smacked her aside as well, making her and Ship yell out as they hit the wall of the crater. Spidermonkey groaned s the creature slammed him into a wall.

"Ugh…if I was Humongasaur, you would be in so much trouble." Spidermonkey said as he fired webbing at the monster's face from his tail, trying to get to it's eye but it wasn't able to due to his face getting in the way. "Ugh…that isn't helping." He yells out as he got crushed against the wall.

"Ugh…Ben!" Julie said as she fired more energy blasts at the creature from behind, trying to get his attention but the lasers did little against his skin. "Ugh…it's not working…his skin is too thick."

Spidermonkey saw this as he looked up, smirking as he fired a web up to a part of the remains of the building. "OK, I need too get away from-" When he pulled down to climb up, he heard a crumbling sound. "Oh no…" suddenly that part began to fall, putting both under the rubble.

"Ben!" Julie cried out in horror as Ship gave out a shocked screech at that as Spidermonkey groaned as he crawled out of the rubble.

"I'm OK…ow." Spidermonkey groaned as he ran over as Julie sighed out of relief before she gave him a death glare.

"NEVER scare me like that again, got it!" Julie said, angered but relieved he was OK as Spider monkey put his hands up nervously.

"Hey, I was trying to get out of horn-boy's grip. I didn't know it would fall." Spidermonkey said as Julie crossed her arms.

"The rest of that building isn't sound! It would have fallen1" said Julie as the monster roared out as the two looked towards the rubble as the monster charged at them.

"…How about we argue AFTER we run from that monster!" said Ben as Julie powered down with ship on her shoulder.

"Good idea!" Julie said as the two made a run for it, dodging the monster's claws as its owner watched.

"Hmm…that mate is an annoyance, we cannot catch our prey with her…she'll be likely to follow. But that boy…he is worthy prey." He said to himself as he saw Spidermonkey fire web into the monster's eye, making it roar out in pain as it glared at the two with its good eye. He then whistled, making the monster look up before running away.

"Uh…yeah, you better run!" Spidermonkey called out, as Julie looked confused at this.

"Why did it run away?" She asked in confusion as she saw one of the toilets from the remains opened up as a small, green-skinned alien came out. He had eyes on the sides of his head, akin to a bird, with sharp teeth, faintly clawed hands and wearing a black shirt and pants with gray armor on it.

"Is it gone?" it asked as the two jumped back in shock.

"Uh…who are you?" Ben asked, confused as the creature got out of the toilet.

"I am Pakmar, this is my place…well, it was." Pakmar said as he sighed, as Ship looked at him sadly.

"Well, you're safe now.' Ben smirked as Pakmar just gave him a flat look.

"My hero…" He muttered sarcastically as he continued to clean up what was left his store.

"You…need any help, sir?" Julie asked as Pakmar glared.

"No, just go away! Pakmar wants no more trouble." The small creature said as Ben looked around, seeing it in ruins, but didn't say anything. 'All I wanted was to work my Toilet emporium in peace…now look at it."

Julie noticed an odd-looking toilet near by as Ben flushed it, making it move around crazily. The two gave Pakmar an odd look as he just shrugs. "I…rather not know what this is for." Julie muttered as she asks, "Who did this? Angry customer? Given the aliens I've met, I would believe that."

"No. A group of low lives are intimidating all law-abiding businessmen in town. If they have Taytanite, they will give protection. If not, we need protecting from them." Pakmar said, as Julie and Ben went wide-eyed.

"Baumann…he's the only other alien business in town." Ben said as Julie nods.

"We gotta go help him, fast!" the two then went off, as she says, "We'll call some plumbers to help you relocate! We'll take care of those criminals for you!"

Pakmar just yells out "Go away, girl human! Take you and your shape shifty boyfriend and mutt!" as the two cringed at that, knowing he wasn't happy.

(Later…at Baumann's store. 13:32)

The two had parked outside as they stood behind a man who was stacking up cans of food. The man in question was about Max's age with a balding head and wearing a red and pink outfit with the name 'Baumann's' on his apron "So Mr. Baumann, what do you know?" Ben asked, as the man just shrugs.

"I know a lot of things." The man said with a shrug, as Julie looked at the alien patrons.

"What about…alien shake downs?" Julie asked, making the older man look up in surprise.

"Uh…no. Look, I am really busy." Mr. Baumann said, as Ben and Julie shared a look.

"Uh-huh…" Ben said as Mr. Baumann looked around cautiously before pushing the two out as Ship gave out a beep of surprise.

"Look, it was nice seeing you kids again. You can have something to go, just leave. Now." Mr. Baumann said as Ben looked at Julie.

"They're coming now, huh?" Ben asked as Baumann groaned.

"Look, it's a simple arrangement, OK? I pay them and they leave my business alone." Baumann said as Julie looked at him with concern.

"Mr. Baumann, we've seen what these guys can do. That guy, Pakmar, lost his business already. He could have died from that explosion. We don't want to see these guys do anything to you or anyone else." Ben said, looking at the older man with some concern as Baumann looked around and sighed.

'Fine…just sit at the counter you two. And don't make a spectacle of yourself." Baumann said as he went to the counter as the two smirked.

"Ship, Galvanic Mechamorph disguise, please?" Julie said as Ship nods as he got on her head and began to melt down, making he look like a feminine form as Julie looked at Ben.

Ben smirked as he looked through his aliens. "Lets see…Eeny-meeny-you." Ben then slammed down, as he turned into a broad-shouldered, white skinned alien with a face on where his torso would be, a black stripe on his face that went over his eyes, a black sleeves on his arms and legs with a stripe on the forehead and lower body and sharp clawed hands and golden-yellow armor, though this ended up with Baumann seeing him accidentally knock over his stack of cans, making both him and Julie face palm as a cloaked figure looked at the two curiously.

"Uh…my bad!" Cannonbolt said sheepishly as he went to the counter, with some cans in hand as he gave a sheepish look to everyone as Julie put a hand up to hide her embarrassment as Ship gave a groan.

"You HAD to pick the walking bowling ball?" Julie asked as the two sat at the counter, with Cannonbolt accidentally bending the chairs under his weight.

"Don't blame me, blame this stupid watch. I can't seem to get it work. You'd think Azmuth would give me something to make sure this doesn't automatically give me the wrong alien." Cannonbolt said as he heard his stomach growl a bit as he looked to the hooded man with a sandwich in front of him. 'Uh, hey dude, you gonna finish that?"

"Ben, that's rude." Julie said in an annoyed look as the man calmly gave him his sandwich, much to the two's surprise.

"Uh…thanks. Think you can pass me the-" Before Cannonbolt could finish, the other items were given at surprisingly fast speed. "Whoa! Uh, thanks." Said Cannonbolt as Baumann gave Julie one as well, as Julie and Ben both picked up their sandwiches when-

"Pay up, Baumann." Said a voice as three thugs walked into the building. The source of the voice was a worm-like alien in a battle suit with a cloud of blue mist on the inside of his helmet. Next to him were a feminine machine-like creature with a rounded head and a battle suit and a humanoid, chicken-like creature with dark eyes, razor blades on his arms and brown pants.

"Bwaa-Yeah, you know what happened to Pakmar." Said the chicken man as both Julie and Cannonbolt shared a look.

"I heard he had a great deal on Toilets, too bad for him." Cannonbolt said, setting his sandwich down as Baumann gave him a frown.

"Yeah…well, accidents can happen." Said the female as she cracked her knuckles. "Right, Mr. Baumann?" She then motioned to a large device of some kind, which looked similar to a time bomb

"Alright, here." Baumann said as he went t get the money as the chicken man took some of the near-by birdseed and began to eat it as Baumann got some blue crystals out, which the armored alien took.

"Thanks." Said the man with a smirk as Julie and Ben both got up, Ben accidentally making a crack in the counter as they got up.

'Hold it, Bubble-head." Cannonbolt said as ship's eye glowed a bit, as Baumann groaned a bit.

"This doesn't concern you two, so buzz off." Said Bubble Helmet as his partners, Liam and Fistina, glared.

"Sorry, but we're not gonna let you intimidate people any more." Julie said as Bubble Helmet frowned as he got out two laser lances.

"Well then, you two are gonna need to learn your lesson." Bubble Helmet said as he fired out lasers, which Ben and Julie dodged as Cannonbolt rolled up and charged at the worm-like alien, as Baumann hid under the counter, the Patrons running away.

Cannonbolt rammed into Bubble helmet, making him crash into some shelves as Julie saw Fistina glaring down at her, cracking her knuckles as Julie says, "Ship, Battle mode!" Suddenly Ship, with Julie still under him, changed into her armored state as Fistina and her pushed against the other, Fistina smirking.

"Ah, so you are using this Galvanic mechamorph as a pet, hmm? Interesting…" Fistina said as Julie just glared as she pushed back, using her energy blasts to get Fistina into a wall.

"Ugh…I knew this would happen…" Baumann muttered as the hooded figure just calmly continued to eat, mostly ignoring the action around him as Fistina ran at Julie, but Cannonbolt hit her into a group of shelves, making him and Julie cringe.

"Uh…we'll clean that up." Said Julie sheepishly as Baumann groaned.

"You always say that…all of you plumbers always say that…" Baumann groaned as Liam glared at the two, running at them and sending a jump kick their way, making Cannonbolt yell out as he knocked over the birdseed before Julie was also kicked, sending her right into the counter.

"Ok…this form is too bulky…" Julie said as Cannonbolt groaned as he saw Liam advancing, his claws out. Cannonbolt saw the birdseed near by and took a handful, as Liam looked curiously before coming over to take some…but Cannonbolt Smirked as he grabs him and rolls him up, rolling away as Fistina got up and fired her hand at Ben, which just ricochets off of Cannonbolt's armor.

Bauman yelled out as he ducked, but the patron just calmly moved his food out of the way again as the fist returned, with Fistina yelling out as Liam was dropped him. Julie looked up and saw bubble Helmet starting the machine as she glares.

"Oh no you don't!" Said Julie as she says, "Speed Mode, now!" Said Julie as Ship glowed a bit, making the armor shrink down to become a more form-fitting jumpsuit with wheels going from her lower calf to her ankles, and disc-like protrusions on her wrists with a helmet with two spikes on the side with a green visor covering the upper half of her face, the lower half now free. Ship's eye moved down towards her chest area, becoming similar to an insignia there.

Bubble Helmet smirked as he saw Julie suddenly speeding towards him, the wheels on her feet giving her more speed as he says, "Too late, kid." As he presses a button as a red force field came over it, making Julie go wide eyed as she saw it beginning to count down.

Liam groaned as he and Fistina got up and ran over, as Liam kicked at Julie, but she dodged due to the more aerodynamic look on her new armor, as she sent a kick of her own at Liam.

Cannonbolt saw the bomb and rolled at it as Julie took on Fistina and Liam, using her advanced speed to duck and dodge the attacks. "I got the bomb, Julie!" HE said as a beeping sound came out before it timed out, making Ben call out in shock as he hit the force field with a groan. "Really bad timing, Omnitrix…"

'See ya, Baumann. Liam, Fistina, come on!" Said Bubble Helmet said as the two got up, as Julie growled and rolled over, helping Ben up.

"Isn't this usually when your other friends show up and help save the day?" Baumann asked in a flat tone, as the hooded figure suddenly jumped up, ditching the cloak to reveal his true form.

In front of them now was a young man, around his early 20s, with a cat-like appearance. He had periwinkle fur with white skin on his face, pointed ears, red eyes with yellow irises, and wearing black and blue high-tech armor with a strange-looking weapon on his shoulder.

"…I was being sarcastic." Baumann muttered as Julie looked at Ben with confusion.

"Who is that?" Julie asked as the young alien jumped ahead, kicking Fistina in the back as he used a sweeping kick at Liam, making him squawk out in shock as he fired a blast of energy from his weapon, which sent down Bubble Helmet. He then looks at the shocked Julie and Ben, as Julie's helmet retreated to reveal her face.

"Who are you?" Ben asked, shocked as he gave a calm look to the two, as Julie looked at him with a curious gaze.

"I am Rook Blonco. I was sent by Magester Tennyson to aid you" Said Rook, as Ben looked surprised when he did a kick at Liam when he tried to sneak up on him. "I am your new teammate."

"Wait, you're gonna be part of our team?" Julie asked, as Ship beeped something in confusion.

"I didn't ask for a new teammate. OK…Uh, I'm Ben Tennyson, this is Julie Yamamoto." Said Ben as Julie just waved. "The armor is ship, her pet Galvanic Mechamorph."

"Yes, I know. It is an honor to meet you all." Rook said in a polite tone, as Ben gave a frown.

"I'm the wielder of the Omnitrix, and not to brag, but I saved the universe a thousand times." Ben said with a smirk.

"You forgot 'humble'." Julie muttered, rolling her eyes at this.

"Yes, I know. It's a required study back in the Plumber Academy." Rook said, as Ben looked surprised as he looked at a sheepish Julie.

"Only about a chapter or so, Ben. They don't know much about what you did when you were 10." Julie said sheepishly as Ben nods, understanding as he saw bubble helmet and his goons get up.

"Look, we had this handled." Ben said as Rook looked at the damaged store.

"I apologize, I thought you needed assistance." Rook said as Ben saw the goons get up.

"Don't stop though, the Omnitrix is timed out!" Ben said as Julie quickly fired the discs at the two, making them fall on top of Bubble Helmet as Rook fired a net, capturing the three easily. "Nice…what is that thing?"

"It is a proto-tool. Its one of the most versatile weapons in the galaxy…I made some modifications." Rook said as Ship suddenly began to beep, becoming liquid form again as he began to jump at Rook, making him moves it away from him. "Down, small creature. Stop that."

"Ship, don't be rude." Julie scolded the creature, picking him up as Ship looked at the bomb curiously before whimpering a bit in fear. "What are we gonna do about this?" Then Ben heard the Omnitrix time in.

"Yes! Julie, Rook, I got this now." Said Ben as he slammed down the Omnitrix, a glow coming around him as he took a new form. His body grew in size, taking a more colorful form as he became something similar to a plastic-like material with rounded bumps on his body, which was blue, yellow and red in color with green, plastic orbs for eyes and having and a thick appearance, making him look akin to a humanoid ape.

"Hmm…who's this guy? Hmm…I know, I'll call him BLOXX!" said Bloxx as he flexed his arms before glaring at the bomb, trying to punch it down, but saw his hands shattered on impact. "What the?" They then grew back, making him scowl. "Rook, tag out!"

"Sir?" Rook asked as he and Julie, with Ship in the form of a blaster, looked at him oddly.

"I mean switch places. You two deal with the bomb, I'll get these guys." Bloxx said as they nod with the two heading to the bomb as Bloxx formed a barrier around them.

"How do you turn off the bomb?" Bloxx asked as the answer he got was just being fired at. "…Yeah, that helps…" he muttered, annoyed as the spots that got blasted healed over.

"OK, what do we have here?" Julie asked as Ship reformed armor around her, turning back into his default state as Ship analyzed it.

"Hmm…it's giving off an interesting energy field." Rook said looking at it calmly as Julie went wide eyed as Ship finished analyzing it.

"Whoa…this is high grade stuff…this bomb is level 10 tech. And judging by what happened to Pakmar's toilet store, this place will be a crater." Julie said as Ship tried to fire at it with their laser, but groaned a bit as nothing happened as she tried to reach through, but Ship cried out in pain from the energy. "Oh, sorry Ship! I didn't mean that, really." She said, petting the part of the armor that got hit, as Ship whimpered a bit.

"Hmm…it is unable to get touched by a Galvanic Mechamorph…" Rook said, concerned as Bloxx looked at them.

"How's it coming, you two?" Bloxx asked as Julie looked up.

"The force field isn't gonna let Ship through, so I can't defuse it. Rook, use that Proto-thing!" Said Julie as Rook nods as he got up and activated it before pointing it at a wall.

"Wait, what are you doing?" asked Baumann as Rook fired a missile at the wall, making a hole appear.

"What are you, insane?" Julie asked, annoyed by that. Rook looked at her curiously at this. Baumann just groaned, not liking this at all. "We're trying to help Mr. Baumann, not wreck his store even further!"

"I do not have any form of mental disorder, I can assure you, Miss Yamamoto. And also, please watch your language. It is quite rude" Rook said calmly as he looks at Ben, as Julie blinked at that last part, confused. "Mr. Tennyson, I cannot defuse the force field due to it having an becurix algorithm, we need to get it away from the populous."

"English!" Bloxx said in annoyance as the energy blasters continued to fire at him.

"Help me move it outside." Rook clarified as Bloxx got away from the three criminals and went over to them and grabbed the bomb and ran out, Julie and Rook following suit. Bloxx was about to throw it, but Rook yelled out to stop him. He then got out a tracking device and looked around.

"Yeah…just take your time…it's not like this bomb won't BLOW US UP!" Julie said in annoyance.

Bloxx looked at the bomb in concern as he says, "She's joking, by the way; Hurry up!"

"I am looking for any signs of life…you are good to go." Rook said as Bloxx was about to throw, but the three criminals fired his arms, making him drop the bomb.

"OK, these guys are getting annoying." Julie muttered as she glared at the three as She and Rook covered their fire as Bloxx went to grab the bomb.

"I got it!" He said…as it fell to the ground. "I don't got it…" He said as it sent out a shockwave. He quickly changed into a catapult with the bomb in his hands and threw it across the road to the abandoned building.

"Everyone, take cover!" Rook said as the three ran away, the criminals looking shocked. "Three…two…ONE!" Bloxx quickly formed a barrier over them as the bomb exploded across the street, destroying the building and leaving a large crater behind.

Bloxx turned back to normal and turned back to Ben as he looks at Julie, Ship and Rook. "You three OK?"

"Yeah, thanks Ben." She said, giving him a relieved look as she walked over and pecked his cheek. "Thanks for the save."

"Heh, no problem. Yo Rook, you doing OK?" Ben asked as Rook gave a friendly smile.

"I am alright, my Proto Tech armor helped. Thank you for the aid, Mr. Tennyson." Said Rook as Ben gave him a flat look.

"Call me Ben, Dude." Said Ben as Rook thought it over.

"…Alright, Ben-Dude.' Said Rook as Julie groaned.

"It's Reinny all over again…" Ben muttered as he saw Bubble Helmet, Liam and Fistina running out of the store. The three looked at each other and ran after them, Ship going onto Julie's back as they ran after them down a hole in the ground.

They followed after them, with Ben and Julie stopping when they saw a surprising sight. "No way…" Ben said as he saw what looked like a small town hidden underground, having reworked an abandoned subway station and sewer area into a livable area, with Rook passing by them.

"Well…nothing better to do…come on lets go find out who's their boss." Julie said as Ben nods with the two following after Rook.

Unbeknownst to them, the hunter from before, looked at the crater as he frowns. "No one escapes from Khyber…my friend, get the Omnitrix bearer…and get rid of those two with him while you're at it." The dog nods as it ran after them, Khyber just watched before looking ahead, a dark smirk on his face as he walked after his beast, keeping a calm composure the whole way.

End of Episode 1

Well, this is a long one, huh? I hope you enjoy it everyone. Please let me know what you think and don't forget to Read, Review and suggest away!


	2. Things Change Part 2

OK, here is Episode 2. Enjoy everyone and as you know, I do not own Ben 10 or any of the species depicted in this, but I do own certain OCs in this.

Things Change Part 2

(Undertown. Downtown Area. August 5th, 14:23)

The heroes were running through the streets, as the three criminals had split up and the three had separated to follow after them; Rook went after Fistina, Ben went after Liam and Julie went after Bubble Helmet with Ship.

"I can't believe there is a whole city with aliens in it…" Ben said via communicator link with the others, currently in an alien form to keep up with the fast chicken-like Alien. The form in question a 6 foot tall, humanoid wolf-like creature with shaggy gray fur with a thick, dark mane of black fur with it in a ponytail, a black sleeveless shirt with a similar white stripe and collar connected to a pair of black shorts, a black belt around his waist and a black jacket around his back with a cresent moon-like symbol, three clawed hands and feet and a bushy tail, with his Omnitrix symbol appearing on the collar around his neck.

"I know…it's amazing." Julie said in another part of the city, currently in Speed mode to keep up with the more worm-like alien.

"you both sound very surprised, Ben-Dude." Rook said, jumping over crates to keep up with Fistina, who was surprisingly agile.

"It's an entire SECRET CITY." Julie pointed out. "That NO ONE knows about."

"Yeah, no offense, Rook, but a lot of people would be curious about this." The werewolf alien, known as Blitzwolfer, said flatly.

"be that as it may, let us catch these lowlifes who attacked Baumann, team." Rook said as he kept following after Fistina, going through a door she had smashed through.

"Yeah, don't get your hopes up, cat-boy…" Blitzwolfer muttered to himself, keeping his eyes on Liam as the chicken humanoid climbed onto some roofs, with Blitzwolfer following effortlessly as he growled after the other alien.

"Ben, that was kind of rude." Julie said flatly as she chased Bubble Helmet down a street, skidding faintly as she quickly made a turn to follow him down an alley.

"Hey, he's NOT on the team yet. I'm the leader, remember Jules? So technically, I decide who joins and who doesn't." Blitzwolfer said, growling after Liam as Julie just rolled her eyes on her side.

Fistina ran past a few men, as Rook went by them as well, saying stuff like, "Excuse me," "Pardon," "my apologies, ma'am," as he kept the chase up between him and Fistina.

Bubble Helmet smirked as he shoved a female reptilian woman as Julie stopped in her tracks to move around her. "Sorry!" Julie said as Ship beeped a response as well as she gave a glare at Bubble Helmet. "OK, that was low, pal…"

Fistina jumped through a wall and fired her left arm out, releasing a grapple line that sent her ahead and landed on a near by rooftop and smirked, but frowned when she saw Rook easily followed.

Liam jumped off of the rooftop he was running on and landed on the streets below, Ben following after on all fours, opening his mouth similarly to a flower blooming as it fired out a green shockwave, which Liam dodged in time as it hit a near by cart, making an alien yell out in shock as his produce went flying.

"Sorry." Blitzwolfer said sheepishly as he ran by, as the alien just groaned a bit in annoyance at that.

"Dumb mutt…" He muttered as he went to clean up, but got knocked down by Bubble Helmet that ran by as Julie stopped to help him up.

"Sorry, are you alright?" Julie asked as she patted him off before going back after him, as the alien just groaned a bit, rubbing his now sore head. The three heroes chased after the criminals as they went down a abounded track, as Blitzwolfer saw them and smirked.

"Time to go XLR8 on these guys." Said Blitzwolfer as he pressed down on the Omnitrix symbol on his neck, which glowed as he continued to run…only to see that he was now a very slow, humanoid armored being that was very bulky in terms of build and looked akin to bipedal oven with four fingers and three slots, that revealed a faint trace of pure green eyes under it, the Omnitrix symbol on the front of the armor's 'door' like front, and also black stripes connecting to his shoulders, wrists and ankles.

"NRG? zeriously?" He asked in annoyance as he spat on the ground, releasing a red liquid as Julie and Rook caught up, as Julie looked at him oddly.

"What happened?" asked Rook as Julie sighed.

"Wrong alien again, Ben?" Julie asked as NRG sighed a bit.

"Da…new Omnitrix…I'm still learning ze controls." NRG shrugs as Rook gave a nod as he activated his Proto-Tool.

"Allow me, then." Rook said as he fired an orb out at Liam, making him squawk out as he was put into an energy field with the three approaching, Ship growling a bit as Julie's armor became it's default form.

"Nice job, Rook. For new guy, zat is." NRG said as Rook gave a frown as he looks to Julie as she gave him a reassuring smile.

"He'll warm up to you, don't worry. Just give him some time." Julie said as Rook nods as he and Julie followed, NRG glaring down at him from inside of the suit.

"Now, Vhere iz your boss? Who eez in charge of zese shake downs?" NRG asked, as his eyes glowed a bit.

"You might want to answer, unless you want to be deep fried." Julie warned as she aimed her cannon, as Liam looked behind them and went wide eyed.

"Bwaak! Behind you!" He yelled out as Rook rolled his eyes.

"I do not think I would fall for that, and I am new here." Rook said as a car honk is heard as the four looked with wide eyes as a large bus was coming their way.

"Julie, Rook! Help me move him!" NRG quickly said as the three moved Liam out of the way, only resulting in Julie and NRG to get hit as Rook landed on the metal-covered alien's back as the driver looked at them with shock.

"You took out my brakes!" the man yelled as Julie and NRG glared at him with annoyance.

"YOU RAN US OVER!" The two yelled in unison, as Ship beeped something in annoyance as Rook, who had his back to this, looked at the two with concern.

"UH…you may want to slwo down now!" Rook said as the two looked back as they nod and slammed their feet down to try and slow down, making dents in the earth as the car stopped, sending the four flying backwards.

"Ugh!/Ow!/Ah!/Ship!' the four yelled out as they all landed on the ground, Ben turning back to normal as Ship powered down.

The Driver sighed at this as he says to his passengers, "Here's our stop: Undertown Market place. All those getting off, get off here. Next stop is Gasious Gardens." Several people came off as the car drove off, leaving a smoke trail behind.

"Hey, you do not have brakes!" Rook said as Ben got up and went over to help Julie up, Ship shaking himself off from the landing.

"I think he'll figure it out." Ben said as he looks at Julie. "You two OK?"

"A little shaken, but we're OK. Right Ship?" Julie asked as Ship gave a beep in response. "What about you rook?"

"I am currently undamaged." Rook said as they looked at the area curiously. The market Place was filled with activity with aliens of various shapes, sizes, colors and even species with different vendors selling various things.

"Wow…look at this place." Ben said as he grins. "Come on, lets look around." Julie nods eagerly as Ship followed after the two, Rook looking around with concern as he followed as well.

(Back in the subway…14:57)

Khyber was walking around, looking curious as he sniffed the air. "Old friend…I need you here." He gave a whistle as his dog arrived, growling a bit as he looked to the spot below as he got onto his knees.

"Hmm…size 12 Revonnahgander shoe prints, likely from the cat creature…essence of Galvanic Mechamorph and tire trad-like marks…and also Loboian tracks turning into shoe prints akin to a Prypiatosian-B's containment suit. They were here…" Khyber looked up and nods. "They are that way…hunt down the Omnitrix Bearer!" He whistled as the dog ran off, a red glow came out as a dark figure began to grow out of it.

(Undertown Market place. 15:04)

Ben's group looked around, as ben and Julie looked around curiously as Ben looked at various glass work while Julie looked at a pet stand, Ship sniffing around curiously as Rook kept a stoic composure through it all.

"I am aware I am new here, Ben-Dude-" Before Rook could finish, Ben sighed as he gave him a flat look.

"Dude…Call. Me. Ben." Ben said in a flat tone, showing his annoyance with the new name as Rook thought it over an nods.

"OK. Shouldn't. We. Be. Looking. For. Those. Lowlifes?" Rook asked, as Julie just face palmed at this.

"Oi…" She groaned as she looks at Rook. "Look, I used to be new at this as well, but I quickly learned something: If we lose the henchmen, they are likely to tell their boss and it's very likely they'll come after us and we find out who the big guy is." Julie said as she looked around curiously.

"How long has there been an Undertown?" asked Ben, looking curiously as Ship gave a confused beep as an answer.

"Since Earth became an open system…though I think they have started it after the Forever Knights threatened many of their lives, during this…'Purge', was it?" rook asked as Ben and Julie both cringed as they looked down. "…what happened/"

"A plumbers kid named Pierce was killed…and who knows how many others…" Julie said, looking down as Ben clenched his fists, as Rook saw this troubled them and looked down with guilt.

"I am sorry…I didn't mean to offend either of you. Please, Accept my humble apology." Rook said as Ben put a hand up as he gave him a reassuring nod.

"It's cool, Rook, really." Said ben as his stomach growled a bit as he saw a rabbit-like alien wearing a tank top and a pair of blue pants with yellow-like eyes covered with robotic covers.

"Tentacles on a stick here! Come on up, Tentacles! With suckers, without, we got them from anything from earth octopi and cuttlefish to Pissicus Tentacons." The rabbit said as Ben rubbed his stomach, Julie doing the same.

"…desperate times, huh?" Ben asked to himself as he walks up. "You like fish, right Julie?"

"Yeah…" Julie groaned, not liking this as she walked up with Ben, rook looking curious.

"Two tentacles, please." Ben said as the rabbit looked at them curiously.

"With or without suckers?" He asked as Ben and Julie looked at each other and shrugs, unsure of how Max would make it.

"…with I guess." Ben said with a shrug as Rook came up, showing his badge: which was a black and silver circle with a green hourglass symbol akin to the Omnitrix.

"Excuse me, the three of us are plumbers on a case, we were wondering if you saw three bipedal organisms run by, two of which are cybernetic in nature." Rook said as the rabbit went wide eyed, looking around nervously.

"Uh…nope, havne't seen nothing." He said quickly as he got onto his hoverbike as his shop closed up, as he says, "I don't see you, or anyone. I gotta go, bye."

"Hey, what about our food?" Asked Ben, annoyed as the Rabbit looked around.

"Didn't hear of them. Sorry, gotta go!" said the vendor as he drove off, as Julie raised an eyebrow.

"yeah, that wasn't suspicious at all…" Julie muttered, rolling her eyes at this. Ship beeped in agreement at this, his eyes flat at this.

"Why did you have to show your badge like that, dude?" Ben asked in annoyance as Rook gave a sheepish look.

"I was just trying to see what he saw…I believe I acted rashly." Rook said as Ben just sighed.

"no sweat…I kind of missed breakfast." Ben said, moving along as Rook and Julie followed.

"I told you not to do that, Ben. Especially now that you're back on the soccer team." Julie said as Rook chuckles a bit.

"I apologize again. This is the first time I've been away from my home, Revonnah. There, the most exciting thing there is keeping rodents out of the grain silos." Rook explained as the two gave him an odd look.

"You got those fighting skills…protecting alien wheat?" Ben asked, surprised.

"on Revonnah, the rodents are quite large." Rook explained, unaware of a creature crawling around, waiting for a opportune moment.

"must be some BIG rodents…' Julie muttered as she looked around the stalls. "Hmm…where do you think those guys went?" she asked, looking at them with confusion.

"agreed, I believe we should continue our search?" Rook said with a nod as Ben just gave a nonchalant shrug.

"Don't worry, it's as you said, Jules. If the Big bad wants to find us, he'll look for us and say something like 'You are here to ruin my plan, Ben Tennyson' and boom, we find them." Ben smirked as Rook just nods.

"I will continue to investigate." Rook said, heading to…an insect-like creature with an odd-looking balloon. "Hello, we are Plumbers on a case. Have you seen any strange activity?"

"We lost the new guy…" Ben muttered, face palming as Julie heard her own stomach growl a bit, making her blush a bit from embarrassment as Ben chuckled. "Guess you're getting hungry too, huh? Come on, lets look for something to eat."

Julie nods in agreement, unaware of the monster watching them from afar with piercing red eyes, as Julie saw a reptilian humanoid child hand something to her mother, who sighed.

"Did you expect me to cook this here?" She asked, giving her daughter a slight look as the girl looked sheepish as Julie chuckled at the sight, Ship beeping in agreement.

"Get your Protozoan Smoothies!" Said a voice, getting the two's attention as they went to the source of the voice, which was a large, worm-like creature. Another alien handed him something that looked like a square piece of crystal as he spat out a colored liquid orb and put a straw in it, as the creature took it and took a sip out of it.

"…Eww…" Julie said, disgusted by that, as Ben looked equally grossed out.

"IS that safe…for humans, I mean?" Ben asked as the worm gave him a flat look.

"Hey, listen here, monkey boy…" the worm said, giving him a glare as a roar is heard. Everyone turned at this as a quadruped monster came out, snarling at the group.

"Another monster?" Julie asked, confused as the creature had a large build, about the size of a lion, with black, white and red scales with a black head with white patches over both sides, each with piercing red eyes each (two on each side), sharp teeth on protruding jaws, and red stripes going down it's back with a black stripe going down to it's tail with a red callor around it's neck.

The monster roars as it charges at them Rook moving the child out of the way as it came right for Ben, smacking Julie and Ship aside as it snarls at Ben, growling into his face as he gave a nervous look, "uh…hi?" He said, as it snarled darkly at him.

Ben rolled out of the way as it roars out, smashing into the stand as he got his Omnitrix out, Julie groaning a bit as she got up, rubbing her side a bit from discomfort. "Alright gecko-boy lets see how you like to meet with Humongasaur!" He then selects him and slams down as he charges, only to get swatted in the new form.

"Ugh…' Ben said as he looks at the mirror from where he crashed to see that, instead of Humongasaur, he was a red, black and dark gray humanoid mollusk with yellow green eyes and the Omnitrix symbol on his chest, along wtih a pair of eyes on his chest and finger less gloves over his clawed hands, black striped sandal-like foot protectors and black pants, making him groan a bit as he face palmed with his four fingered hand. "Water Hazard? Man…why is it so hard to get Humongasaur?"

he then got back up as he glared at the monstrous creature, Julie glaring as well as she whistled for Ship, making armor appear as rook got out his Proto-Tool, as water Hazard says, "I got this!"

he then jumps at him, slashing at it with his clawed hands before firing out pressurized water at it, which it dodged and swung it's tail at, making the other two cringe. "I got this!" water Hazard said again as he jumps at it to keep it from moving, but it pinned him down.

"ship…?" Ship asked the two, his robotic eye glowing a bit to show he was also watching this as Water Hazard kept the monster's mouth from getting too close as he looks at the others.

"What are you waiting for!?" He asked, annoyed as Julie crossed her arms and looked to the side.

"We did not wish to interfere." Rook said with a calm tone as Julie nods, giving him a smile.

"Well, you DID say you got this, so…" Julie began in a teasing tone, as Water hazard gave a glare.

"This isn't the time to be cute, Jules! Give me a hand you two! Please!" Water Hazard said in annoyance, as Julie gave Rook a smirk as her blaster came out, same with rook's.

"Since you said the magic word…sure." Julie said as she fired some energy blasts to get it away from Ben as Rook fired a cable to keep its mouth from opening.

"Nice shot, you two." Water Hazard said as the two gave smirks as the monster roared out, breaking the cable. "Ah man…"

The monstrous creature roars out as it ran at them, jumping at Julie as it tried to bite down on her helmet, making Julie yell out in shock as she tried to get the claws creature off of her.

"Get it off1 Get it off!" She said, trying to shove it off as Rook fired at it.

"Hold still!" He said as Water Hazard grabbed it's tail, tugging hard.

'LET HER GO!" He said as he was able to pry it off of her, making it roar out as Julie groaned a bit, a bit disoriented from the sudden attack as the monster growls. Unknown to them, Khyber watched from afar.

"Three vs. one…unsporting…" He said with a scowl as he whistled, making the creature look up curiously before releasing a thick, yellow mist, obscuring it from everyone's view as they went to grab it.

'Got him!" Said all three at once…only to realize, after the fog had lifted, they only grabbed each other's arms instead.

Water Hazard powered back down as Ben as he says, "Great…it got away. AT least we know who the bad guy is; its who ever sent that…Buglizard on us."

"hmm…I think I know where to go. My investigation got us a lead." Rook said as he motioned them along, as Julie sighs.

'of course it did…" Julie said as she and Ben followed, heading for the less savory part of town.

The three headed towards a large bar-like area called the 'gas chamber', as Ben says, "let me guess: The Balloon is a regular here, right?"

"actually, this is where the cybernetic biped is…the one known as 'Bubble Helmet' by the Plumbers." Rook said as he knocks, but a squid-like fish creature came to the door, glaring at them.

"Take the back way, oxygen breathers." He hissed in annoyance as Julie analyzed the atmosphere inside.

"Hmm…that's not oxygen…that's a lot of chemicals that are not exactly agreeable with us." Julie said as a mouth guard appeared thanks to Ship, to help filter out anything bad.

"Yeah…you better wait out here, Rook. Wouldn't want you to get-huh?" ben stopped mid-sentence as he saw Rook got out his own cover, as Ben got the Omnitrix out.

"Lets go." Rook said as he opened the door, as he raised his badge into the air. "Appendages in the air!" The various fish-like creatures only stared, not intimidated at all as a green flash appeared, as a 7 foot tall, green-brown humanoid turtle with flipper-like arms and stump-like legs with three toes each, yellow-green eyes and eight large holes in his shell with the Omnitrix insignia on his forehead.

"Terraspin!" he said as he glares at the folks, walking into the atmosphere with no problem as he says, "Cool it with the badge, rook. We're not cops…well, you two are. I'm a super hero."

Julie just rolled her eyes as she says, "OK, we're looking for a guy named Bubble Helmet, you heard of him?" No one spoke as Terraspin frowned.

"Not chatty, huh? Well…maybe it's just this atmosphere. Allow me to change it up." Terraspin's head suddenly retracted as he spun his limbs in a circle, releasing a suction that retracted the gas, making the creatures begin to cough and hack at the sudden change in atmosphere.

Rook looked and saw Bubble helmet, which was actually a large pink worm wearing the armor, gasping for breath as he qent for his helmet. "There he is!"

"I see him!" Julie said as she used an energy jump to go over the people and landed beside the helmets and grabbed it from him, as she glares at him. "Hi, remember me?" She asked as she tossed the helmet to Rook, who caught it as Terraspin came over.

"Nice place you got here…great atmosphere. Listen, we'll leave if you tell us WHO is in charge of these shake downs, who is your boss?" Terraspin said as Bubble Helmet hacked a bit.

"I'll tell-*wheeze*-once I can breath…" He groaned as Rook just nods as he put the helmet on.

"Fair bargain." He said, as Julie facepalmed.

"Rook, wait!" Terraspin said as Bubble Helmet pressed a button with a smirk as gas formed into his helmet, as he suddenly took off into the air and flew away as Julie groans at this.

"Rule one with bad guys: do not let them trick you!" said Julie as rook looked sheepish as terraspin suddenly began to rotate as Rook got on. "Speed mode!" Suddenly her armor shrank into it's speed form and the three went after Bubble Helmet, the atmosphere in the bar returning to normal as they left.

"First time deal with an interrogation, huh?" Terraspin asked as Rook nods.

"Yes, I have read about them. This is one of the first time I had interacting with them." Rook said as Julie shrugs.

"it's OK. I'm still getting used to this as well." Julie said, still going after them.

"We better not lose him." Rook said, taking off his mask. "this rodent will lead us right to their nest." The other two nod as they went after him.

(Unknown Location. 16:34)

In another part of Undertown, where an intersection was located, a group of humanoid robots with skull-like designs, red robotic heads and robotic limbs that help a group of different-looking thugs.

A Stitched up humanoid looked to the darkness as a figure looked this over. "So…the machines are ready, yes/" he asked, his red eyes piercing the darkness as he walks over.

"Yeah boss…but why are we putting the Shakedown machines all over town? Only the alien shops can pay us in Taytanite." The creature said from a head in his torso said as the figure smacked the upper head, making it moan a bit in fear.

"It's not about money, you fool…our master wishes for us to inspire FEAR into these pathetic earthlings." Said the figure with a dark glare. "Soon all of these earthlings and these pathetic refugees will fear the name-"

"BEN 10!" Bubble Helmet yelled out as all of the thugs and robots looked up to see Bubble Helmet coming in with Ben's team in hot pursuit. Rook jumped and landed on Bubble Helmet, making him crash down in front of them.

"We had a deal!" Rook said with a glare at the alien as Terraspin landed as he looks ahead.

"Rook, heads up!" Terraspin said as Rook looked up as he landed and Ship powered down, panting a bit from the energy use as Julie pets Ship, putting her hands up as Ben's watch timed out, as he and Rook put their own hands up.

"Well, well…Ben Tennyson and his mate…along with someone new…interesting." Said a voice as the figure walked into the light, making Ben and Julie go wide eyed while Rook looked curious.

"Psyphon!?" both humans exclaimed in shock, as before them was a humanoid being with pitch-white skin, red eyes with black covering, sharp teeth, a horn-like spike on the top of his head and wearing a cybernetic cloak.

"IT seems my investigation gave us your 'big bad', yes?" Rook asked as Ben gave him a flat look.

"No one likes a bragger, Rook." Ben muttered, which gave Julie time to give him a flat 'seriously?' look before looking up at Psyphon.

"So Vilgax is behind these shake down machines?" Julie asked, surprised as Psyphon just chuckled. Julie then asks, "What happened? After getting godhood taken from him, he decided to go for petty thefts and intimidating innocent people?"

"Never underestimate my master, human…you." Psyphon said, glaring down at a nervous Bubble Helmet. 'you lead Ben 10 here…I don't know whether to thank you…or kill you."

"Uh…thank me-GAAAAAH!" Bubble Helmet yelled in pain as he felt a red blast of energy surge through him as the others look with shock as he groaned, passed out but alive as Psyphon's eyes glowed faintly as he gave a dark smirk.

"Thank you." He said as he glares at them. "I'm assuming you wondered what happened to me since we had last met, yes?"

"Not really." Ben said with a shrug as Psyphon chuckled as Julie got ready, Ship growling at all of the thugs.

"Then I guess you wouldn't know how much joy this next phrase will give me…GET THEM!" He commanded a the thugs all fired as Ben and Rook all jumped away, Ship powering up as Julie gave a smirk, the lasersn ot even phasing Ship as she glares at the group.

Rook dodged blasts as he kicked a humanoid warthog-like creature in the face, getting his Proto-Tool out into weapon form as Ben hid behind one of the bombs and activated the Omnitrix.

Two of the aliens advanced; one having an insectoid look while the other was a towering giant as Ben grumbles, "OK…work for once!" As he slams down as the two came near him…only to get sent flying back by a piston fist from a large, humanoid being with yellow armor akin to a bulldozer, a helmet-like head with small ears, a long silver tail and clawed hands that appear to be linked together, with the Omnitrix symbol on his chest clear as day.

"ARMORDRILLO!" He yelled out as he grabbed two of the bombs and fired them out with his piston-like arms, making them fly out and smack aside two of the thugs as Julie fired at the aliens with blasters, Rook doing the same.

"Ben, behind you!" rook said as Armordrillo got one of the bombs and threw it at the warthog alien before charging at the other thugs.

Julie glares as some robots came around her as she says, "Ship, multi-missle!" Suddenly the shoulders on the armor opened up, firing out small missiles at the various machines, making them blow up as they fired lasers at her, making her grunt in response.

Julie dodges some of them as she says, "OK, fire!" as she fired more lasers at them, making several blow up as others charged at her, making Ship growl in annoyance at this as Julie got an idea. "EMP blaster, Ship!" Suddenly the gun changed as she sent out an electrical pulse at them, making the robots shut down as she gave a nod.

Ship then groaned a bit as he powered down, turning back into his blob form as Julie nods, as she got behind one of the bombs that were still standing and got out something from the bag she was carrying with her; parts of a blaster as she hid behind some pillars with Ship as she quickly began to assemble them, putting together a blaster as she got ready.

Armordrillo roared out as he smacked aside a few goons while Rook fired upwards, making several items fall, as Rook aimed. "…hmm, I do not have a witty retort." Rook said, as Armordrillo blocked a punch from a bigger alien.

"Don't force it, let it come to you." He instructed as he was sent flying by one of the bombs hitting him, making him groan a bit as he saw Psyphon coming over, a dark smirk on his face.

He then sent him flying back with a pulse of energy, making Julie and Rook go wide eyed as he saw him go flying. 'BEN!" Julie yelled in horror as ship gave a surprised beep in response.

Armordrillo yelled out as he landed on the ground below with a grunt, groaning a bit as Psyphon flew after him. "Lets see if you are prepared for this, boy!" He said as he fired a strange energy blast from his wrist, making Armordrillo's arm expand as it suddenly began to send out seismic shockwaves.

"AAAH! What-what did you do to me!?" He asked in pain, holding his arm as it shook like mad.

"it's a neurological energy lock. It makes your nervous system quite…erratic." Psyphon smirked, unaware they were being watched by Khyber and the Buglizard.

"…Separate them, Tennyson is my prey only." Khyber said as the monstrous prey growled before running down at them.

Armordrillo groaned a bit as he slammed down on his chest, making him turn back to Ben as he groaned, feeling his arm twitch a bit in pain. "Hmm…that twitching is only temporary…but soon, you'll feel something when I take your corpse back to Vilgax."

Suddenly a roar is heard as Psyphon looked behind himself with confusion as he saw Buglizard coming in, roaring as he glares at Ben. "Psyphon, call your monster off!" Ben said, as Psyphon sneered as he flew away.

"Not my dog…but he's your problem now!" He said as he laughed, as Rook came out and followed after him.

"Hold it in the name of the Plumbers!" Rook said, chasing after him as Julie saw this and growled.

"Oh thanks a lot!" She said in annoyance as she rolled her eyes in annoyance, "Boys…" as she fired at the crooks, who fired back as she kept cover while Ship continued to recharge himself. "Ugh…this must be karma…Ship, if I EVER complain about what henchmen I fight, give me a reason to NOT to."

"Ship." Ship said with a nod as his body glowed with full power as he nods.

"Great, you're back…now we need to get these guys. But how about we try just weapon this time…say, your cannon mode?" Julie said as Ship nods and became a tripod laser cannon and fired green energy blasts to aid Julie with her firing her Multiblaster.

Back on the ground, Ben dodged away from Buglizard, slamming his wrist down as a roar is heard, as Ben took the form of a white, black and blue yeti-like creature with a pink face, dark green eyes with black pupils, five fingers and large feet and wearing what looked like black pants with a white sleeved jacket coming up, making a lightning bolt-like symbol that reveals his chest area, roaring out. "SHOCKSQUACH!" He roared out, electricity forming all over him. He then charged at Buglizard, as it roared back.

Psyphon got ahead of Rook, who glared ahead as he says, "Psyphon. This is your last chance to surrender before I am forced to use force against you."

"Try me, Revonnahgander." Psyphon said as he fired energy blasts down at him, which he dodged with ease as Psyphon noticed the armor…as a dark smirk appeared. "That armor…very advanced…I must have it." He said as he flew after him.

Back in the fight with the thugs, Julie groaned as she kept firing, ducking behind every so often as she says, "OK…this is getting ridiculous…Ship! Lets get them to surrender." She gave a wink, as Ship nods and turns back to his liquid form as Julie came out as the thugs all aimed.

"What are you gonna do now, little girl? You do not have your armor." Fistina said with a smirk as the warthog snorted a bit.

"Agreed. Thunderpig doesn't see how you can win without it, little girl." Thunderpig laughed as a bellow is heard as they looked up with shock as Ship came out…as a large space ship, armed to the teeth with various cannons and guns as they all aimed down.

"**SHIP!**" It bellowed, as they all looked between her and the large space ship, now scared.

"You were saying?" Julie said with a smirk as they all put their hands up in surrender, not wanting to go up against that. Julie then got out her plumbers Badge as she says, "This is Plumber Trainee Julie Yamamoto, requesting a pick up for a gang of thugs."

Shocksquatch roared out as he grabs Buglizard by the head and slammed him down before sending a two-fisted grim down and slammed him into the ground, smashing through with a few good hits.

Rook dodged laser blasts from Psyphon, who was grinning darkly as rook ducked, rolled and flipped over various spots on a construction site they had come across as he glares up. 'My armor is not for sale, Psyphon.'

"I don't wish to buy it…I'll take it from your cold, lifeless corpse if I must." Psyphon said as he chuckled as he asks, "How green are you?" Suddenly a cracking sound is heard as Psyphon looked in shock as he saw the building was about to collapse as he yells out as he was pinned down by rubble.

"Not green enough to let a building land on me." Rook said with a smirk…as he chuckled. "My first witty remark…not bad."

Shocksquatch roared out as he wrestled with Buglizard in a subway area, grunting as his body sparked with blue electricity as Buglizard tried to bite down on his head, which he grunts against as he shoves him off when he noticed a familiar car and smirks, "No brakes!"

The monster roared out as it was hit as Shocksquatch got up with a faint groan. He then saw the large reptile coming back as he says, "Still at it, aye?" He then saw a ladder and smirked as he jumps over Buglizard. "OK…time to give you a…shocking experience." He smirked to himself at the joke as Buglizard followed after him, hissing darkly.

"Gotcha!" He roared out as he sent down bolts of electricity down at it, making it roar out in pain as it was sent back as Shocksquatch fired down a blast of pure energy down, making it roar out.

The monster hit the ground with a groan as Ben came back down, turning back to normal as he heard a voice say, "Ben! I made a wise crack." He then turned to see Rook and Julie coming up with a handcuffed Psyphon.

"I got Ship taking care of the thugs. I made sure to get the more tech-savy of psyphon's henchmen to defuse them." Julie said as Ben nods, unaware of the Buglizard awakening and releasing a yellow vapor, making the three heroes cough as the monster got away.

"Ugh…it has gotten away." Rook said with a scowl as he looked at Ben and Julie, unsure of what happened with this situation as he drags Psyphon along, Julie following as Ben stayed for a moment, but followed soon after.

(Khyber's Ship. 17:04)

Khyber sat in his ship, his dog turning back as he pets it in comfort. "do not worry, old friend…the hunt will continue…do not worry." He said with a smirk as he looked around his trophy room; revealing many deceased alien relics from a skeleton of an alien like Rath, to a shell of a creature like terraspin, to a rug that looked akin to a quadrapedal dog creature and even a head of one of the Crabdozers.

(Back at Undertown. 17:06)

"OK, move it along." Said a humanoid fish-like creature as he and other Plumbers had arrived, handcuffing all of Psyphon's goons as they were put on transports as Psyphon glared at Manny, who was dragging him along.

"I am telling you, I do not know what that creature was." Said Psyphon as Manny rolled his four eyes.

"Yeah, this is me not caring. Get moving, scum bag." Manny said as Psyphon growled at the half-Tetramand as the fish-like alien, Patelliday, just nods as he adjusted his glasses and lead the aliens into the ship.

"So, how did you two like your new teammate?" max asked Ben and Julie, as Julie pets ship for a job well done, as he rubs against her hand affectionally.

"He's a good fighter and really nice…though he's a bit of a doughnut hole though." Ben said as rook came up, looking curious.

"Is that good?" Rook asked, as ben gave a nervous smile.

"Yeah…see?" He said to Max, as Max chuckled as he ruffles his grandson's head.

"Eh, you've been at this for awhile, so I think you need at least one. Besides, Julie is still new at this too. So you got a lot of teaching to do, kiddo." Max said as ben nods while Julie gets up.

"We never did get anything to eat, huh?" Julie said as Ben nods, groaning a bit.

"You're right…I'm starving." Ben said as Rook got up a couple bags.

"Magester Tennyson said that you both enjoyed these 'Chili Fries', yes? I got some of my own food from Baumann's store, but I did get these for you two. Wish to join me for a meal?" rook asked, as Ben and Julie grinned widely at the mention of 'chili fries'.

"Sure…partner." Said ben as he put a hand out for a high five, which Rook returned with a smile. "Come on, Team. Lets go eat." Julie laughs at this as Ship went onto her shoulder as she follows after them, Max chuckling.

"This is going to be an interesting time, for sure…" Max said, shaking his head at this as the group went on their way, unsure of what the future will hold, but they know this: they will take it as a team.

End of Episode 2.

Well, heres episode two. The next one is more original than these two, as this was my take on the first two-parter of this series. I hope you all enjoyed it and please let me know what you think. Please read, Review and suggest away!


	3. Big Dog on Campus

Time for a new episode, shall we? I do not own Ben 10, that honor belongs to the creators and writers of the original series. I only own original characters, and even then, that's not always the case when it comes to their species. Anyway, enjoy!

Big Dog on Campus

(Tennyson Household. Bellwood. August 7th, 07:05)

It was an average day in the suburban area of Bellwood, especially at the Tennyson household. Except for one thing…

"Ah man, I'm late!" Ben said in a panic in his room as he packed his school supplies as he quickly ran downstairs, passing by an older, brown haired man as Ben finished putting his backpack on.

"Whoa! Easy there, son." Said the man as Ben turned to look at him.

"Sorry dad-I mean, Carl." Said Ben, quickly changing it as the man, known as Carl Tennyson, just chuckled at this. Ben came downstairs as he passes by a blonde haired woman who gave him a brown sack on his way out. "Thanks mom! D'oh, I mean 'Sandra'…I'm still not used to that."

Ben then went outside and yelled out, as he face palmed. "Right…I forgot, Cooper was gonna fix up my car…I know…I'll go pick up Julie the old fashion way. And since I know neither of us want to be late…" He said as he set his backpack and sack lunch down as he looked through and slammed down.

Suddenly his body began to grow in width, turning into a red, humanoid manta ray-like creature with yellow 'wing's under his arms, with three-fingered hands, yellow-green eyes, yellow curved horns on his face, jagged teeth and a long tail. He was clad in a black jumpsuit with a white crest under his neck with black lightning bolts-shaped patterns going down to the Omnitrix symbol on his chest.

"JETRAY!" He said as he took to the air, grabbing his bag and lunch as he took off towards Julie's house.

A few blocks away, Julie hummed a tune as she brushed her hair, finishing up by putting it into a ponytail as Ship jumped onto her back, turning into a backpack as he did so as she put her books into her bag.

"Julie, you ready yet?" asked a female voice downstairs as Julie just chuckled.

"Yeah mom, I'm just gonna go meet up with Ben on our way to school." Julie said as she ran downstairs, passing by a older Japanese woman who just chuckled, readjusting her red button up shirt and dark blue skirt.

"Quite the energetic one, that girl." She chuckled as Julie passed by an older man with a blue polo shirt over a white t-shirt, a pair of black pants and a pair of shoes. He looked at Julie calmly before shaking his head before giving her a stern look.

"Juliette Marie Yamamoto, will you slow down before you make yourself trip?" He asked with faint annoyance as Julie slowed down as she gave a sheepish look.

"Sorry dad." She said as she opened the door as she says, "See you guys, love you!" as she closed the door behind her as she sighed.

"Hey Julie." Said a voice as Jetray landed, setting his stuff down carefully. "You ready for school?"

"Yeah…uh, Ben? Last I checked, I don't think space-age jumpsuits are in the dress code.' Julie said with a chuckle, as Jetray looked himself over.

"Ha-ha, real funny. Hop on so we can get to school." Jetray said as Julie just rolled her eyes faintly as she climbed onto his back, wrapping her arms around his neck as he took to the air.

"So, while we're heading to school, mind telling me one of your adventures? Listen to you jab about your early days always help make time fly by." Julie said with a joking tone as Jetray rolled his eyes.

"Bad pun aside…sure. OK, lets see…how many stories have I told you about Animo?" Jetray asked, as Julie gave a flat stare. "Ok, too many…hmm…how about the time Gwen, Grandpa Max and I sent out those early Christmas presents?"

"Wait, that was YOU!?" Julie asked, surprised. "…No wonder I got that new Tennis Racket 6 months early back then. Explain, now."

"OK. So it went like this, we were in the middle of a desert and it was scorching hot…" Jetray began, unaware of someone watching from below, a slight growl escaping his lips as Khyber put down his telescope.

"Lets see where our quarry is heading, boy." Khyber said as his dog growls a bit, following after the two on foot.

(Ditko High School. 07:45)

"And after that, everything turned back to normal. Heck, I'm still in contact with Elsgood and his grandkids." Ben finished his story, landing on the ground as he turned back to normal.

"Wow…I still can't believe you went all over the planet in one night. I didn't think it was possible." Said Julie with a smile as the two walked by a bench as they passed by someone.

"Good morning, team." Said a familiar voice from near by.

"Hey Rook-wait, ROOK!?" Ben and Julie both turned in shock as Rook was, indeed, seated there as he gave a friendly wave before he was grabbed and shoved behind some foliage.

"WHAT are you doing here?" Julie asked, looking around.

"I wish to learn more of this planet, and I believe your 'Earth School' can teach me many things." Rook explained as Julie sighed in relief that no one noticed.

'No offense, but after the whole thing with the Diagon, people have been iffy with aliens." Julie said, sighing a bit as Ben looked to the side.

"How so?" Rook asked, now curious as Ben sighed.

"After the whole thing with Diagon turning people into Esca-whatevers.' Ben said as Julie quickly says 'Escalons' as he nods, 'yeah, those. A LOT of people began to go on the same bandwagon with Harangue with the whole 'aliens are dangerous' thing…people are more OK with me because, well, I use alien forms to fight crime."

"But unless we can prove that other aliens are good, we got to be careful. I thought you were told about that in the academy…unless you graduated before the Diagon showed up." Julie said, realizing something.

"As I had said, I came from my home world. I was not aware of the human's ideas of us humans." Rook said as he gave a smile. "Luckily, I got a solution." He then got out a simple-looking pale mask that he readjusts and puts it to his face, making it glow a bit as a energy field went over him, making him look different:

He took the appearance of a pale Chinese-American teenager with faintly pointed ears and amber eyes and wearing a simple black and blue T-shirt and jeans combo with black dreadlocks and a pair of black shoes and a backpack on his back.

"What do you think?" Rook asked, giving a faint smile as Ben and Julie looked at each other and shrugs.

"Good…but I think you may need to get a cover story." Julie said as Rook got out a schedule out.

"I am already enrolled, thanks to Magester Tennyson." Rook explained, as Ben looked it over and looked up.

"Science, Calculus, PE…Cooking?' Ben asked with a flat look, giving him a raised eyebrow.

"…What? I enjoy cooking and I would like to know how to make earth cuisine." Rook said as he followed after the two to the school, as Ben rolled his eyes at that.

"Come on, let's head to class before the first bell rings." Julie said as the boys nod as they headed inside, unaware of the pair of red eyes narrowing in the shadows before moving.

(Later…Cafeteria, 11:56)

It was a normal day so far, as Ben was in line with rook as he groans a bit. "I swear my arch nemesis here is Mr. Abraham."

'Who?" Rook asked, confused as Ben sighs a bit.

"He's my Third Period Chemistry teacher. Ugh…I hate that class…Abraham is cool, I guess…but seriously, the dude has to point me out the most." Ben said, rubbing his head at this.

"Hmm…isn't Julie also in Mr. Abarham's class?" Rook asked, confused.

"First period, yeah…she's actually my math and science tutor." Ben said with a shrug as he looked over. "OK…the Sloppy Joe, fries and a cheery smoothie, OK Lauren?" The cafeteria worker, an African-American mid-30s woman, gave a smirk as she nods.

"No problem, Ben. Anything for my aunt's favorite costumer." Lauren said with a nod as she got the sandwich and a white and red box with French fries in it as Rook looked over his choices.

"Thanks. Tell Mrs. Dalton I said 'hi', OK?" Ben said as Lauren looked at Rook, who looked unsure with all of the selections as he looked at the bag he had brought with him and nods.

"…I'll take a glass of water, please. I brought a bag lunch." He said, showing a sack lunch he had brought with as Lauren nods as she got a capped cup with water in it and a red-pink smoothie in another as she handed it too them as they went out to the dining area.

The room itself was a simple yellow-gray area with three pillars with 14 round tables with teens all eating, all of them eating various foods from the cafeteria as Rook looked at Ben. "So…who is that girl?"

"Lauren Dalton, she's the niece of Louise Dalton, the owner of Le'Roys, a local restaurant. Heck, her restaurant is actually doing the food catering for the school." Ben said with a shrug, chuckling at this. "Lauren worked as a waitress before she did all this."

"You two seem close." Rook said, looking around curiously as the two sat down at a table as they sat down to eat their foods, Rook getting out what looks like three Tupperware packed foods of various kinds.

"Yeah, I was a regular there since I was 5 when my parents and I moved to Grandpa Max's old place. Louise let my mom work there while my dad was looking for work." Ben said with a chuckle. "My mom learned how to cook from her…honestly I preferred her cooking over mom or Grandpa's, that's for sure."

"Why is that?" Rook asked, unsure at this as two teens walked in, sitting down across from them.

"Yo Ben, you hanging out with the new kid?" asked the shorter of the two teens as Rook looked at them curiously. The shorter boy had a thicker build with shaggy brown hair, round-rimmed glasses over his dark brown eyes, a olive-brown t-shirt and a pair of jeans. The taller of the two was skinny with an oval shaped head, faintly tanned skin and black hair, wearing a red t-shirt and a pair of jeans.

"Yeah. Rook, this is Cash and JT. They used to be pains, but they're OK now." Ben said as the two gave a greeting as they began to eat.

"So…what are you doing here, Rook? Where're you from?" JT asked as Rook ate something that looks similar to noodles with bits of meat in it.

Rook gulped his food as he says, "I am from…uh…" He looks around and says, "Uh…Boston."

"You're not sure?" Cash asked, now raising an eyebrow at this.

"I am sorry, I can get nervous around new people." Rook explained as the two former bullies just shrug at this, as Ben felt something off as he got up.

"I need to use the bathroom, watch my lunch, OK?" Ben asked as he walked off, heading down into the hallway as he noticed the doors in a hall was busted open as he looks around, confused as he got his Omnitrix out and tuned it a bit and slams it down.

Suddenly a green glow came out of him as he took a large form, almost the size of a medium sized car, with dark orange, shaggy fur with light brown, thick stripes on his back that went from the back of his thick neck down to his backside, with thick arms and legs with thick spiked fur with a mid-length tail. But the oddest thing was that the head was almost completely featureless except for a mouth with black lips and jagged teeth and three gills on his neck, which moved a bit, moving his black and white collar a bit, the Omnitrix symbol shimmering a bit..

The creature, Wildmutt, roared out, before sniffing the air, it's gills shifting a bit as it sniffed the air, growling at a familiar scent as he ran in that direction, growling darkly before roaring out as he was suddenly tackled by something, making him go back a bit before snarling, seeing Buglizard in front of him.

The reptilian monster hissed darkly, as the larger creature roars out as he jumps out, Buglizard hissing as he ran off, Wildmutt roaring out as he chases after the lizard-like monster who growls a bit as the yellow mist suddenly filled the hall, making Wildmutt cough as he thrashed about, roaring out in pain as he suddenly began to run blindly, slashing about and smacking Buglizard aside as he shook his head, coughing at this as he blindly runs into one of the empty classrooms.

Wildmutt groaned a bit, rubbing his neck at this as he turns, snarling as he 'saw' Buglizard snarling at him before a strange sound is heard, as it went into the mist and a bright flash before seeing that Wildmutt had vanished, growling before leaving, another flash forming as it vanished.

Unknown to him, three glowing, triangular eyes and a huge, fanged grin came into view on the ceiling before it vanished again and suddenly the sound of scampering is heard, heading over the walls and crawling down the side, as Rook looked around.

"Ben? Ben?" Rook asked as a sound of 'Psst' came near him, looking to the side to see a shimmering light came into view as a large, pale violet reptilian being with camouflage-styled splotches of scales covering his body, with a black and white belt around his waist and a long, curled tail, and a black spiked helmet with three eyeholes: left eye being blue, right eye being red and the middle eye being green, all three with small, circular pupils in each eye that move around at all times, with two-fingered and feet with five claws on each, giving the alien an odd, chameleon look to him.

"It's ChamAlien, man. And so far, Buglizard has vanished from sight after some weird whistle came out…though with this school, that could have been anything." ChamAlien said, before he noticed something. "Wait…ah crud…someone else is here…" He said as he vanished again, his scales shifting to matching the colors of the area around him.

Rook looked around as he got something out of his shirt, as he reveals a large, white and light tan spider-like monster with a silverfish-like body with a reptilian head with a large, smile-like mouth and shaggy, brown hair on the legs and back of his head with four, smaller legs coming around his head and a familiar collar around his neck.

"That Collar…it is the same as the Buglizard…they are from the same source." Rook said as he saw a fire escape near by and quickly pulls it, running away. "Everyone, get out now! There is a giant spider in the school!"

The students came out of the cafeteria and saw this and screamed out in fear, as the giant spider roared out, making the people run out as suddenly ChamAlien grabbed onto him, gripping tightly as he says, "Everyone, get out now!" The students all looked as he saw the tail came out, a stinger coming out of the tip and stabbing into the spider-like monster's thorax, making it roar out in pain.

The students all moved out as Julie came out of her class and looks at Rook, as he says, "I need to get my stuff. I'll be right back."

Julie nods at this as she says, "Ben! Get that thing to a more open area!"

"Got it!" ChamAlien said with a cheshire-like grin as he jumps off, vanishing into the air and scampering off, the monster roaring out as Julie smirks.

"Ship, Stealth Mode!" said Julie as ship suddenly went over her, taking the form of a armored body suit with the wiring stylized as a sort of camouflage-styled markings covering her body with a face mask that covers all features on her face, Ship's eye going onto her back. Suddenly the armor began to glow, as she vanished as well, heading with him.

The spider growls as it sniffs the air, following after before heading outside, roaring out as the students and teachers look in shock as it was suddenly blasted as Julie blasters on it as ChamAlien came out, glaring as well as the monster growls at them.

"Sorry pal, but you're outnumbered. Give up now." Chamalien said as the monster roars out as he says, "Come on, and lets pin it down!" He said, jumping up as he tackled into it, wrapping his tail around his neck as Ship fired out a bola from Julie's wrist, making it trip over itself.

"Someone, call, well, anything, that can keep this thing down?" asked Julie as the creature then opened his mouth, making a red energy suddenly come out as Julie and ChamAlien both yelled out, feeling the energy go over them as Ship went off, groaning a bit as Julie landed as ChamAlien followed, both groaning a bit from the shock as the creature came out of it's bonds and growls darkly at them, his mouth over ChamAlien's head when he roared out from a sound as JT and Cash, who were near a car, were honking it.

"Hey freak show, over here!" said JT, trying to distract it as the monstrous spider roared out, banging it's head as Laura and one of the other teachers came over and dragged ChamAlien and Julie away, a girl taking ship into her arms and running away from the monster.

It saw this and growled a bit before scampering off, heading to a manhole and ripping it open and crawling it, roaring out still, unaware of Khyber's glare forming on his face.

(Later…14:12)

"Ugh…where am I…?" Ben asked with a groan as he woke up to see JT, Cash and Rook looking down at him.

"Hey man, you alright?" JT asked as Ben rubbed his head, groaning a bit.

"Anyone get the tags on the thing that hit us…?" Julie groaned as Ship shook himself.

"What was the attacker, Principal Wayne?" an officer asked, looking over some notes as a older man with graying brown hair, short brown hair and wearing a button up flannel shirt under a black jacket and a pair of black pants looked around, adjusting his glasses.

'"It looked like a giant spider with a lizard's face on it. I think it was an alien or one of Animo's things, I'm not sure. All I know is that it's somewhere in my school. With who knows what else."

"Principal Wayne? Is everything OK?" Julie asked, coming over with ship as he nods.

"Yes, Miss Yamamoto. I was just telling Officer Jones here about the creature that attacked you." Principal Wayne explained as Julie nods.

"We met something like that last week. So far that's the third monster we met." Julie said, as she says, "Rook here told me that it was wearing a collar…looking back, the other two wore ones as well."

'Yeah…and that thing looked like something I met when I was a kid…one of my grandpa's old friends, Phil, was turned into…THAT when I was a kid. I think who ever is this thing…I think it could be someone messing with someone's DNA." Ben said, as Officer Jones nods.

"Thank you, Mr. Tennyson. I'll send a squad here to help pick things up." Officer Jones said as Rook came over, raising his hand.

"What of those…people in jumpsuits, what are they called again?" Rook asked, as Jones looked at him oddly.

"You must mean the Plumbers. New Kid?" Jones asked as Wayne nods. 'Yeah, the Plumbers were who I was going to call. They handle these alien things better than the local BWPD can. We can help with guys from our planet no problem, but outside of that? Not much." Jones explained as Rook nods.

"They know about the Plumbers? I thought it was a secret group…" Rook whispered, confused.

"Used to be…but the governments made them look like a group of hired Alien-based police after my identity got revealed." Ben explained, as Rook gave an 'ah' look.

Khyber frowns at this, watching this from the tree tops, as he says, "Too many here…might need to scare them off…and I know how." He whistled again, as Khyber's dog looked up at this in the sewers, growling before a red light came around it.

"Alright…I need to get…something. If that is alright." Rook said as a shaking is heard, as the ground shook a bit.

"Oh no…what ever that is…it's coming back!" Jones said as a roar is heard, as Ben frowned.

"Everyone, get back!" Ben said as Ship jumped onto Julie, turning into her default armor as Rook ran off into some bushes as the other students went away, unaware of Rook grabbing his face mid-run to get his ID mask off.

Suddenly the group ripped out, as a thunderous roar is seen as a towering monster glared down at them with bright red eyes, glaring down as he snarled a bit. The creature appeared to be a giant, dark violet serpent with gray rocky armor with a rocky mask over his face, a dorsal fin-like head on his head and a face akin to a shark, and wearing a collar around his neck.

"A Root Shark…so who ever this thing REALLY is, it knows a lot about alien predators.' Ben said as Rook came out, as Ben gave him a look. 'about time you got here."

"I apologize, I had to change." Rook said sheepishly as he got his Proto Tool out as ben dialed on his Omnitrix.

"Alright, it's HERO TIME!" Ben said with a smirk as he slams down and a green light came over him….

"SPIDERMONKEY-Wait, WHAT?!" Spidermonkey asked in pure horror, looking himself over as the creature glares down, making him gulp nervously.

"Aren't Arachnichimps the natural prey of a Root Shark?" Rook asked, confused as Spidermonkey gave him a flat look.

"Your deduction is VERY well polished, Sherlock…" Spidermonkey said flatly as the Root Shark slams down, making him screech out as Ben dodged, Julie and Rook rolling away.

"Blast it!" Julie said as she and Rook began to fire at it, making it growl in annoyance as Ben used his webbing to swing away, as he looks up into the air after landing on a lamp post.

"Universe, how have I wronged thee? Because if this is a joke, it's not funny, it's VERY twisted." He asked, his hands in a mock prayer as the giant worm-like beast roared out and came out of the hole, revealing that it was over 40 feet long with a fin-like tail. It roars out as it bits down on the lamp post, yanking it out of the ground as Spidermonkey jumps off and lands on his back, making him screech out from the rocky body as he jumps back, rubbing his now sore hands as his lower hand turned his Omnitrix a bit.

"Get me something good, please! I do not want to be eaten!" Spidermonkey said as he slams on his chest, making a glow come over him, his body taking a more humanoid shape, akin to a 5'8 tall cat-like being with spiked up black and blue fur, a short cat-like tuft of a tail, paw-like hands and feet and wearing a black jumpsuit with a white lightning bolt pointed down, with black gloves with spikes on the sides, with a white and black mask covering his face except for his cat-like mouth and nose area.

"FASTTRACK!" Fasttrack said as he sped down on his back, jumping off before doing a u-turn, yelling out as his arms shined a bit as he jumps, slashing at fast speeds, making it roar out in annoyance as Julie and Rook aimed missiles.

"FIRE!" Rook said as he fired a missile from his Proto-Tool and Julie filed multiple as well, Fasttrack moving quickly out of the way as the Root Shark roared out, getting dealt a lot of blows as it growls a bit, it's rock hard body protecting it from a lot of damage but it just growls a bit, glaring darkly at them.

Fasttrack then glares at it as the monster growls before he went down into the hole it made, slinking away as Fasttrack growls at this, as he says, "You ain't getting away that easily!" He then sped forward, but was smacked away by the Root Shark's tail, making him yell out at this as Khyber nods.

"Smart boy…this hunt is going to be more difficult than expected…but nothing I cannot handle…" Khyber said, looking down at this with a scowl as he says, "and I now know of one of his proofing grounds…I just need to pick the right time." He then jumps away at this, leaving.

Fasttrack groaned as he changed back, rubbing his head as Julie and Rook came over. "Ugh…it's official, what ever has that thing under it's employ…is smart…" Fasttrack looked at the two at this as he got up.

"A Root Shark, a giant spider AND Buglizard in one day? That is weird…maybe we should see Max about this?" Julie asked as Ben nods.

"I will call for a ride. My car is being worked on by Cooper." Rook said as Ben put a hand up.

"Don't worry, I got an idea. Just hang on." Said Fasttrack as he wrapped his arms around the two as Ship turned into his backpack form as he suddenly sped ahead, making the two yell out from surprise.

Khyber watched from afar before hearing rumbling behind him and turned too see the Root Shark come out before turning back into it's dog form, before giving it a frown. "You were careless, old friend." The dog whimpered faintly at that tone as Khyber just grunts at this.

Khyber got out his knife as he says, "Though at least we know that you can chose the right aliens…but for now, I need to make battle plans, come." He said, as the dog followed after him.

(at the Plumbers base. 15:54)

"So…you think these aliens are connected somehow?" Max asked as he looks over Rook's report, as Ben nods.

"Yeah. Rook said they were all wearing this collar thing. Maybe someone's messing with aliens or someone tamed a lot of alien animals to do their dirty work."

"Hmm, I'll look into this. Thanks kids." Max said as Rook looked at Ben and Julie, curious.

"Sorry your first day wasn't all it cracked up to be, Rook." Julie said sheepishly as Rook shrugs.

"I rather enjoyed it, actually. And I cannot wait to go back tomorrow. Though I am hopeful fighting monsters are not a normal occurrence." Rook said, as Ben just smirks.

"Honestly I prefer it if it was, but sadly it isn't." Ben sighs as he says, "And now…for the toughest job a guy like me can have…"

"And what is that?" Rook asked, as Ben sighed, looking up with a dramatic tone.

"Homework!" He said as Julie rolled her eyes and walked ahead.

"Quit being a drama queen, Ben. It's just chemistry, I can help you out." Julie said as Rook heard this, looking up curiously.

"I could help as well." Rook said as Ben smirked, as he motions them along. "…Though don't we need our books?"

"…Right…" Ben facepalmed at this, annoyed before seeing a blur come in and saw his and Rook's backpacks were in the building. "How did-"

"I picked them up, don't worry." Said a voice as Helen leaned against a wall, giving the group a smirk. "I talked to your principal about that."

"Alright…?" Ben said as he asks, "Wait, why did you grab my and Rook's stuff?"

"I was one of the plumbers at the scene. Also, here's your ID mask back, Rook. You forgot it at the school." Helen said, handing him back the mask as he nods.

"Alright…lets get to work…I guess." Ben groaned as he says, "I am so doomed…" Rook, Julie and Helen all laughed at that as Ben just pouted a bit, annoyed as he walked on.

(at Khyber's ship. 16:10)

"So…I see you haven't caught Benjamin Tennyson yet." Hissed a voice on the other side of a computer, his face obscured in the shadows as Khyber shook his head.

"No, he has…alliances that I am trying to shake off." Khyber said as another image came in, a noticeably larger head to it.

"Khyber, I did not request your services and give me poor justification for your ineptitude. As the Universe's greatest hunter, and I use _that_ term loosely, I would have anticipated more worth while services. I believe I may have over-estimated your chances…" said the new voice. "Maybe I should have requested the aid of Apex…he would at least be more willing to fight him himself, and not just anticipate the outcome."

Khyber's eyes narrowed at the mention of the one known as 'Apex', as he says, "Now see here, doctor. I am the greatest hunter in the universe…I just need to study my prey, figure out his habits, his personality…and of course, his weaknesses. And then, once I find them out…he will be ours and you may get your prize." Khyber said as the hissing voice chuckled.

"Good…then get too it, Khyber. And do not keep us waiting." Said the voice as the video ended, with Khyber scowling in the darkness, clenching his fist in annoyance.

"Disrespecting the universe's greatest hunter…and even saying that…brutish feline can do better than me…" Khyber said with a slight growl as he stabs into the wall with a knife, stabbing into a series of pictures, which hit the large shell-like mark on the wall, making the dog whimper a bit in fear of it's master's lashing out.

"Soon Ben Tennyson…your head will be mounted on my wall." Khyber said, scowling darkly at this.

End of Episode 3

Well, I hope you enjoyed the first original episode that I thought for this. Please let me know what you all think and tell me what to fix with. I am also curious if I can get a beta reader for this in future cases so I can work on these better. And please Read, Review and suggest away!


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